Indiana Code
Chapter 22. General Dissolution
23-17-22-2. Proposals by Board; Conditions for Adoption; Notice

Sec. 2. (a) A corporation's board of directors may propose dissolution for submission to the members.
(b) For a proposal to dissolve to be adopted, the following conditions must be met:
(1) The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances the board should not make a recommendation and communicates the basis for the board's determination to the members.
(2) The members entitled to vote must approve the proposal to dissolve as provided under subsection (f).
(3) A person whose approval is required by articles of incorporation authorized under IC 23-17-17-1 for an amendment to the articles of incorporation or bylaws must approve the proposal to dissolve in writing.
(c) If a corporation does not have members, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for dissolution will be sought under IC 23-17-15-3. The notice must state that the purpose of the meeting is to consider the proposed dissolution.
(d) The board of directors may condition the board's submission of the proposal for dissolution on any basis.
(e) The corporation must notify each member, whether or not entitled to vote, of the proposed members' meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to consider dissolving the corporation.
(f) Unless articles of incorporation or a board of directors acting under subsection (d) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by the members by a majority of the votes cast on the proposal.
(g) After a proposal for dissolution is adopted, the corporation must give the notices required under the following:
(1) IC 6-8.1-10-9.
(2) IC 22-4-32-23.
As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994, SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75; P.L.141-2021, SEC.9.

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